Standard Terms & Conditions of Sale

Acceptance. Unless otherwise stated in a writing signed by Seller’s duly authorized agent, all quotations covering Seller’s products are made and all contracts or orders for said products are accepted and all shipments are made on the condition that the standard terms and conditions of sale set forth herein shall be applicable. Any terms in Buyer’s purchase order or acceptance in addition to or not identical with these terms and conditions of sale shall not be varied, qualified, modified, amended or interpreted by any prior course of dealing between the parties or by any usage of trade or in any manner other than by subsequent writing signed by Seller’s duly authorized agent. All orders or contracts must be approved and accepted by a duly authorized agent of Seller. These terms and conditions of sale shall be applicable whether or not they are attached to or enclosed with the products to be sold hereunder. Seller reserves the right to adjust order quantities to coincide with the standard product lengths and widths unless otherwise stated. Seller also reserves the right to ship a customer product to order at plus or minus 10% of the quantity ordered, which shall be construed as complete, unless otherwise provided.
Proposal or quotation. An oral or written proposal shall not become binding upon Seller until Buyer has issued a purchase order which has been accepted by Seller.
Prices. Prices are subject to change without notice, and Seller’s price in effect at the time of shipment will apply unless otherwise agreed to in writing signed by Seller’s authorized agent.
Minimum order Requirement. Seller will accept no order less than $25.00 without the addition of a handling charge.
Payment terms:
1. Unless otherwise specified on the invoice, all accounts are due and payable thirty (30) days from the date of invoice. Accounts extending beyond the terms will be subject to a service charge of 1-1/2% per month (18% per annum), or such greater amount as may be authorized by law and specified in the invoice. Discounts for prompt payment do not apply to labor and shipping charges, and no discounts other than those noted on the invoice are authorized. Shipment, deliveries and performance of work shall at all times be subject to the approval of Seller’s credit department, and the Seller may at any time decline to make any shipments or deliveries or perform any work except upon receipt of payment or upon terms and conditions of security satisfactory to such department. All lien rights are reserved until full payment of the invoice has been made.
2. If, in Seller’s judgment, the financial condition of the Buyer at any time does not justify continuation of production or shipment on the terms of payment originally specified, the Seller may require full or partial payment in advance and, in the event of the bankruptcy or insolvency to the Buyer or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, the Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges.
3. Should Seller initiate any legal action or proceeding to collect on any unpaid invoice or to enforce any the terms hereof, Seller shall be entitled to recover from Buyer all costs and expenses incurred in connection therewith, including court costs and reasonable attorney’s fees.
4. If any invoice is unpaid by Buyer within forty-five (45) days, Buyer will be place on credit hold with COD sales only allowed. Invoices unpaid for greater than sixty (60) days may be referred to collection.
Collection. An order once placed with and accepted by Seller can be cancelled only with Seller’s written consent and upon payment to Seller of reasonable cancellation charges which shall take into account Seller’s expenses already incurred, commitments made, and anticipated profits.
Taxes. The amount of any present or future sales, revenue, excise or other tax applicable to the products covered by this order, or the manufacture or sale thereof, shall be added to the purchase price and shall be paid by the Buyer or, in lieu therof, Buyer shall provide Seller with an appropriate tax exemption certificate which is received by Seller prior to shipment and is acceptable to Seller.
Delivery. Shipping dates are approximate and are based upon prompt receipt from Buyer of all necessary information. In no event will Seller be liable for damages of any kind arising out of delay or non-delivery, due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil or military authority, war, riots, fire, explosion, flood, strike, lockout, injunction, accident, breakage of machinery or apparatus, or inability to obtain fuel, power, raw materials, labor, containers, or transportation facilities. In the event of any such delay, the date of delivery shall, at the request of Seller, be deferred for a period equal to the time lost by reason of delay. All deliveries shall be made at buyer’s expense unless otherwise stated.
Freight. All shipments are FOB shipping point, or Seller’s manufacturer’s shipping point. The term FOB shipping point means the Buyer’s carrier is responsible for any damage or loss once the material is picked up from Seller for delivery. Claims must be settled with the carrier. The acceptance of a shipment by a common carrier shall constitute a delivery, or in the absence of shipping instructions, the mailing of a detailed invoice after segregation shall constitute a delivery and the Buyer assumes all risk and liability and the Seller shall not be liable to the Buyer or any other party for any loss or damage to persons or property. All shipments will be made freight collect or COD unless Seller authorizes freight to be prepaid, with all charges added to the invoice.
Title. Title to product transfers upon pick-up by carrier at the FOB shipping point. Buyer is then responsible for proper protection of product, placement, compliance with all regulations and ordinances, and will indemnify Seller against all claims for personal injuries or property damage arising from the storage, shipment, use or handling of such products.
Returns. No return will be accepted without prior authorization of Seller and no goods will be accepted without a Returned Goods authorization. A restocking charge may be added to all returns unless Seller is deemed at fault. No credit will be extended for any quantities returned beyond the original quantity authorization. Authorization for return of non-standard items will not be granted unless seller is deemed at fault. No credit will be given for goods returned in excess of ninety (90) days of shipping date. All returned goods must be in usable condition and return freight must be prepaid, the cost of which will be paid by the buyer unless Seller is at fault.
Manufacturer’s warranties. Any product not manufactured by Seller carries only original manufacturer’s warranty, if any, and Seller makes no warranty or representation, express or implied, with respect to products not manufactured by it. Seller makes no separate or other warranty of any nature whatsoever, express or implied, including the warranty of merchantability or fitness for a particular purpose. Buyer agrees to hold harmless and indemnify Seller for any claim arising out of a breach of any warranty, of any nature, by any manufacturer other than Seller. Seller authorizes no person to make any warranty on its behalf, nor does Seller authorize any person to assume any liability on its behalf.
Right to cancel by seller. If the Buyer becomes bankrupt or insolvent during the period covered by this agreement, the Seller may forthwith terminate the same upon written notice thereof to the Buyer. Such termination shall not prejudice the Seller’s rights to such amounts as are then due under this contract.
Consequential damages. Seller shall not be liable for any damages, whether incidental, indirect, consequential or whether or not Seller is negligent by reason of any breach or term of this sale or occasioned by the Buyer’s inability to obtain substitute materials and merchandise in the open market, nor shall the Seller be liable for any special damages. Nor shall recovery by Buyer be made in any manner whatsoever against Seller for a greater amount than the purchase price of the specific goods sold hereunder.
Modifications. If Buyer desires to cancel or change any portion of the Contract, Buyer must make such request in writing to Seller. Seller may, in its sole discretion, accept or reject any such request. If accepted, the Buyer nonetheless must take delivery and make payment to Seller for all material manufactured and in stock or in process of manufacture at time of notice, and all special materials ordered at time of notice and for which Seller must take delivery, unless otherwise agreed by Seller in writing.
Applicable law. The validity, performance and construction of these terms and all sales hereunder shall be governed by the laws of the state of Ohio.